Subsidiary Guarantors | (16) Subsidiary Guarantors Each of Antero’s wholly-owned subsidiaries has fully and unconditionally guaranteed Antero’s senior notes. Antero Midstream and its subsidiaries have been designated as unrestricted subsidiaries under the Credit Facility and the indentures governing Antero’s senior notes, and do not guarantee any of Antero’s obligations (see Note 7). In the event a subsidiary guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a “Subsidiary” of the Company (as defined in the indentures governing the notes) or the sale of all or substantially all of its assets (other than by lease))) and whether or not the subsidiary guarantor is the surviving entity in such transaction to a person which is not Antero or a restricted subsidiary of Antero, such subsidiary guarantor will be released from its obligations under its subsidiary guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the notes. In addition, a subsidiary guarantor will be released from its obligations under the indentures and its guarantee, upon the release or discharge of the guarantee of other Indebtedness (as defined in the indentures governing the notes) that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee; if Antero designates such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indentures governing the notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the notes. The following Condensed Consolidating Balance Sheets at December 31, 2017 and March 31, 2018, and the related Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2017 and 2018 and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2017 and 2018 present financial information for Antero on a stand-alone basis (carrying its investment in subsidiaries using the equity method), financial information for the subsidiary guarantors, financial information for the non-guarantor subsidiaries, and the consolidation and elimination entries necessary to arrive at the information for the Company on a consolidated basis. Antero’s wholly-owned subsidiaries are not restricted from making distributions to the Parent. Distributions received by Antero from Antero Midstream have been reclassified from investing activities to operating activities on the Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2017. The reclassification is a result of the adoption of ASU No. 2016-05, Classification of Certain Cash Receipts and Cash Payments , which provides for an accounting policy election to account for distributions received from equity method investees under the “nature of distribution” approach. Condensed Consolidating Balance Sheet December 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 20,078 — 8,363 — 28,441 Accounts receivable, net 33,726 — 1,170 — 34,896 Intercompany receivables 6,459 — 110,182 (116,641) — Accrued revenue 300,122 — — — 300,122 Derivative instruments 460,685 — — — 460,685 Other current assets 8,273 — 670 — 8,943 Total current assets 829,343 — 120,385 (116,641) 833,087 Property and equipment: Natural gas properties, at cost (successful efforts method): Unproved properties 2,266,673 — — — 2,266,673 Proved properties 11,460,615 — — (364,153) 11,096,462 Water handling and treatment systems — — 942,361 4,309 946,670 Gathering systems and facilities 17,929 — 2,032,561 — 2,050,490 Other property and equipment 57,429 — — — 57,429 13,802,646 — 2,974,922 (359,844) 16,417,724 Less accumulated depletion, depreciation, and amortization (2,812,851) — (369,320) — (3,182,171) Property and equipment, net 10,989,795 — 2,605,602 (359,844) 13,235,553 Derivative instruments 841,257 — — — 841,257 Investments in subsidiaries (573,926) — — 573,926 — Contingent acquisition consideration 208,014 — — (208,014) — Investments in unconsolidated affiliates — — 303,302 — 303,302 Other assets 35,371 — 12,920 — 48,291 Total assets $ 12,329,854 — 3,042,209 (110,573) 15,261,490 Liabilities and Equity Current liabilities: Accounts payable $ 54,340 — 8,642 — 62,982 Intercompany payable 110,182 — 6,459 (116,641) — Accrued liabilities 338,819 — 106,006 (1,600) 443,225 Revenue distributions payable 209,617 — — — 209,617 Derivative instruments 28,476 — — — 28,476 Other current liabilities 17,587 — 209 — 17,796 Total current liabilities 759,021 — 121,316 (118,241) 762,096 Long-term liabilities: Long-term debt 3,604,090 — 1,196,000 — 4,800,090 Deferred income tax liability 779,645 — — — 779,645 Contingent acquisition consideration — — 208,014 (208,014) — Derivative instruments 207 — — — 207 Other liabilities 42,906 — 410 — 43,316 Total liabilities 5,185,869 — 1,525,740 (326,255) 6,385,354 Equity: Stockholders' equity: Partners' capital — — 1,516,469 (1,516,469) — Common stock 3,164 — — — 3,164 Additional paid-in capital 5,565,756 — — 1,005,196 6,570,952 Accumulated earnings 1,575,065 — — — 1,575,065 Total stockholders' equity 7,143,985 — 1,516,469 (511,273) 8,149,181 Noncontrolling interests in consolidated subsidiary — — — 726,955 726,955 Total equity 7,143,985 — 1,516,469 215,682 8,876,136 Total liabilities and equity $ 12,329,854 — 3,042,209 (110,573) 15,261,490 Condensed Consolidating Balance Sheet March 31, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 14,439 — 8,714 — 23,153 Accounts receivable, net 25,447 — 1,245 — 26,692 Intercompany receivables 2,765 — 111,001 (113,766) — Accrued revenue 279,923 — — — 279,923 Derivative instruments 459,892 — — — 459,892 Other current assets 9,217 — 1,157 — 10,374 Total current assets 791,683 — 122,117 (113,766) 800,034 Property and equipment: Natural gas properties, at cost (successful efforts method): Unproved properties 2,265,727 — — — 2,265,727 Proved properties 11,902,297 — — (430,869) 11,471,428 Water handling and treatment systems — — 965,499 8,890 974,389 Gathering systems and facilities 17,825 — 2,114,978 — 2,132,803 Other property and equipment 59,499 — — — 59,499 14,245,348 — 3,080,477 (421,979) 16,903,846 Less accumulated depletion, depreciation, and amortization (3,008,346) — (401,752) — (3,410,098) Property and equipment, net 11,237,002 — 2,678,725 (421,979) 13,493,748 Derivative instruments 760,562 — — — 760,562 Investments in subsidiaries (629,293) — — 629,293 — Contingent acquisition consideration 211,888 — — (211,888) — Investments in unconsolidated affiliates — — 321,468 — 321,468 Other assets 33,245 — 13,792 — 47,037 Total assets $ 12,405,087 — 3,136,102 (118,340) 15,422,849 Liabilities and Equity Current liabilities: Accounts payable $ 65,845 — 7,376 — 73,221 Intercompany payable 111,001 — 2,765 (113,766) — Accrued liabilities 350,769 — 70,369 1,479 422,617 Revenue distributions payable 237,907 — — — 237,907 Derivative instruments 41,907 — — — 41,907 Other current liabilities 13,973 — 228 — 14,201 Total current liabilities 821,402 — 80,738 (112,287) 789,853 Long-term liabilities: Long-term debt 3,575,426 — 1,301,280 — 4,876,706 Deferred income tax liability 788,765 — — — 788,765 Contingent acquisition consideration — — 211,888 (211,888) — Other liabilities 42,990 — 3,437 — 46,427 Total liabilities 5,228,583 — 1,597,343 (324,175) 6,501,751 Equity: Stockholders' equity: Partners' capital — — 1,538,759 (1,538,759) — Common stock 3,165 — — — 3,165 Additional paid-in capital 5,583,441 — — 1,004,641 6,588,082 Accumulated earnings 1,589,898 — — — 1,589,898 Total stockholders' equity 7,176,504 — 1,538,759 (534,118) 8,181,145 Noncontrolling interests in consolidated subsidiary — — — 739,953 739,953 Total equity 7,176,504 — 1,538,759 205,835 8,921,098 Total liabilities and equity $ 12,405,087 — 3,136,102 (118,340) 15,422,849 Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 466,664 — — — 466,664 Natural gas liquids sales 194,652 — — — 194,652 Oil sales 26,960 — — — 26,960 Commodity derivative gains 438,775 — — — 438,775 Gathering, compression, water handling and treatment — — 174,769 (172,165) 2,604 Marketing 65,924 — — — 65,924 Other income 4,440 — — (4,440) — Total revenue and other 1,197,415 — 174,769 (176,605) 1,195,579 Operating expenses: Lease operating 15,742 — 38,622 (38,813) 15,551 Gathering, compression, processing, and transportation 347,768 — 8,114 (89,053) 266,829 Production and ad valorem taxes 23,975 — 818 — 24,793 Marketing 89,993 — — — 89,993 Exploration 2,107 — — — 2,107 Impairment of unproved properties 26,899 — — — 26,899 Depletion, depreciation, and amortization 175,193 — 27,536 — 202,729 Accretion of asset retirement obligations 637 — — — 637 General and administrative 51,056 — 14,457 (815) 64,698 Accretion of contingent acquisition consideration — — 3,526 (3,526) — Total operating expenses 733,370 — 93,073 (132,207) 694,236 Operating income 464,045 — 81,696 (44,398) 501,343 Other income (expenses): Equity in earnings of unconsolidated affiliates — — 2,231 — 2,231 Interest (58,003) — (8,836) 169 (66,670) Equity in earnings (loss) of consolidated subsidiaries (6,300) — — 6,300 — Total other expenses (64,303) — (6,605) 6,469 (64,439) Income before income taxes 399,742 — 75,091 (37,929) 436,904 Provision for income tax expense (131,346) — — — (131,346) Net income and comprehensive income including noncontrolling interests 268,396 — 75,091 (37,929) 305,558 Net income and comprehensive income attributable to noncontrolling interests — — — 37,162 37,162 Net income and comprehensive income attributable to Antero Resources Corporation $ 268,396 — 75,091 (75,091) 268,396 Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 497,663 — — — 497,663 Natural gas liquids sales 234,170 — — — 234,170 Oil sales 30,273 — — — 30,273 Commodity derivative gains 22,437 — — — 22,437 Gathering, compression, water handling and treatment — — 229,591 (224,656) 4,935 Marketing 144,389 — — — 144,389 Marketing derivative gains 94,234 — — — 94,234 Other income 5,875 — — (5,875) — Total revenue and other 1,029,041 — 229,591 (230,531) 1,028,101 Operating expenses: Lease operating 31,262 — 54,872 (59,412) 26,722 Gathering, compression, processing, and transportation 384,345 — 11,368 (103,775) 291,938 Production and ad valorem taxes 24,807 — 1,016 — 25,823 Marketing 195,739 — — — 195,739 Exploration 1,885 — — — 1,885 Impairment of unproved properties 50,536 — — — 50,536 Depletion, depreciation, and amortization 195,812 — 32,432 — 228,244 Accretion of asset retirement obligations 656 — 34 — 690 General and administrative 46,420 — 14,455 (845) 60,030 Accretion of contingent acquisition consideration — — 3,874 (3,874) — Total operating expenses 931,462 — 118,051 (167,906) 881,607 Operating income 97,579 — 111,540 (62,625) 146,494 Other income (expenses): Equity in earnings of unconsolidated affiliates — — 7,862 — 7,862 Interest (53,498) — (11,297) 369 (64,426) Equity in earnings (loss) of consolidated subsidiaries (20,128) — — 20,128 — Total other expenses (73,626) — (3,435) 20,497 (56,564) Income before income taxes 23,953 — 108,105 (42,128) 89,930 Provision for income tax expense (9,120) — — — (9,120) Net income and comprehensive income including noncontrolling interests 14,833 — 108,105 (42,128) 80,810 Net income and comprehensive income attributable to noncontrolling interests — — — 65,977 65,977 Net income and comprehensive income attributable to Antero Resources Corporation $ 14,833 — 108,105 (108,105) 14,833 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows provided by (used in) operating activities: Net income including noncontrolling interests $ 268,396 — 75,091 (37,929) 305,558 Adjustment to reconcile net income to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 175,830 — 27,536 — 203,366 Accretion of contingent acquisition consideration (3,526) — 3,526 — — Impairment of unproved properties 26,899 — — — 26,899 Commodity derivative gains (438,775) — — — (438,775) Gains on settled commodity derivatives 44,849 — — — 44,849 Deferred income tax expense 131,346 — — — 131,346 Equity-based compensation expense 19,217 — 6,286 — 25,503 Equity in earnings of unconsolidated affiliates — — (2,231) — (2,231) Equity in (earnings) loss of consolidated subsidiaries 6,300 — — (6,300) — Distributions of earnings from unconsolidated affiliates — — — — — Distributions from Antero Midstream 30,484 — — (30,484) — Other (544) — 631 — 87 Changes in current assets and liabilities 109,217 — (11,091) (789) 97,337 Net cash provided by operating activities 369,693 — 99,748 (75,502) 393,939 Cash flows used in investing activities: Additions to proved properties (49,664) — — — (49,664) Additions to unproved properties (55,542) — — — (55,542) Drilling and completion costs (351,943) — — 45,018 (306,925) Additions to water handling and treatment systems — — (36,954) — (36,954) Additions to gathering systems and facilities — — (66,559) — (66,559) Additions to other property and equipment (590) — — — (590) Investments in unconsolidated affiliates — — (159,889) — (159,889) Change in other assets (6,476) — (5,874) — (12,350) Net cash used in investing activities (464,215) — (269,276) 45,018 (688,473) Cash flows provided by (used in) financing activities: Issuance of common units by Antero Midstream — — 223,119 — 223,119 Borrowings (repayments) on bank credit facility, net 80,000 — (10,000) — 70,000 Distributions — — (57,633) 30,484 (27,149) Employee tax withholding for settlement of equity compensation awards (1,657) — — — (1,657) Other (1,389) — — — (1,389) Net cash provided by financing activities 76,954 — 155,486 30,484 262,924 Net decrease in cash and cash equivalents (17,568) — (14,042) — (31,610) Cash and cash equivalents, beginning of period 17,568 — 14,042 — 31,610 Cash and cash equivalents, end of period $ — — — — — Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows provided by (used in) operating activities: Net income including noncontrolling interests $ 14,833 — 108,105 (42,128) 80,810 Adjustment to reconcile net income to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 196,468 — 32,466 — 228,934 Accretion of contingent acquisition consideration (3,874) — 3,874 — — Impairment of unproved properties 50,536 — — — 50,536 Commodity derivative gains (22,437) — — — (22,437) Gains on settled commodity derivatives 101,341 — — — 101,341 Marketing derivative gains (94,234) — — — (94,234) Gains on settled marketing derivatives 110,042 — — — 110,042 Deferred income tax expense 9,120 — — — 9,120 Equity-based compensation expense 14,945 — 6,211 — 21,156 Equity in (earnings) loss of consolidated subsidiaries 20,128 — — (20,128) — Equity in earnings of unconsolidated affiliates — — (7,862) — (7,862) Distributions of earnings from unconsolidated affiliates — — 7,085 — 7,085 Distributions from Antero Midstream 36,088 — — (36,088) — Other 279 — 690 — 969 Changes in current assets and liabilities 65,023 — (16,519) 7,585 56,089 Net cash provided by operating activities 498,258 — 134,050 (90,759) 541,549 Cash flows used in investing activities: Additions to unproved properties (49,569) — — — (49,569) Drilling and completion costs (420,627) — — 60,759 (359,868) Additions to water handling and treatment systems — — (34,197) (6,088) (40,285) Additions to gathering systems and facilities 104 — (93,774) — (93,670) Additions to other property and equipment (2,571) — — — (2,571) Investments in unconsolidated affiliates — — (17,389) — (17,389) Change in other assets 1,067 — (1,284) — (217) Net cash used in investing activities (471,596) — (146,644) 54,671 (563,569) Cash flows provided by (used in) financing activities: Borrowings (repayments) on bank credit facility, net (30,000) — 105,000 — 75,000 Distributions — — (92,003) 36,088 (55,915) Employee tax withholding for settlement of equity compensation awards (1,066) — (18) — (1,084) Other (1,235) — (34) — (1,269) Net cash provided by (used in) financing activities (32,301) — 12,945 36,088 16,732 Net increase (decrease) in cash and cash equivalents (5,639) — 351 — (5,288) Cash and cash equivalents, beginning of period 20,078 — 8,363 — 28,441 Cash and cash equivalents, end of period $ 14,439 — 8,714 — 23,153 |